Parker v. Bluffton Car Wheel Co.

• Citation: 18 So. 938,108 Ala. 140
• Parties: PARKER v. BLUFFTON CAR-WHEEL CO. ET AL.
• Decision Date: 09 January 1896
• Court: Supreme Court of Alabama

18 So. 938

108 Ala. 140

PARKER v. BLUFFTON CAR-WHEEL CO. ET AL.

Supreme Court of Alabama

January 9, 1896

Appeal from chancery court, Cherokee county; S. K. McSpodden chancellor.

Bill by Charles B. Parker against the Bluffton Car-Wheel Company and others for the appointment of a receiver. A receiver was appointed, and, under order of court, sold the property of the corporation. On the receiver reporting the sale for the confirmation, plaintiff filed objections, and from a decree affirming report, with modification, he appeals. Affirmed.

Denson Bilbro & Burnett, for appellant.

Dartch & Martin, for appellees.

BRICKELL C.J.

Appellant filed a bill in the chancery court of Cherokee county against the Bluffton Car-Wheel Company, a corporation, and against its directors, seeking the appointment of a receiver and a sale of the property of the company for the payment of debts. The bill, among other averments, sets forth that complainant is president of the company, a stockholder, and also a creditor, and that through the neglect of the directors to provide a working capital, and owing to their indifference and negligence in the conduct of the business, the company had become embarrassed, and that its property was about to be sacrificed by execution sales; that he had endeavored ineffectually to have the directors meet to take the necessary action in the premises; and facts are also averred for the purpose of showing that a demand on them to file the bill would be unavailing. The company filed its answers admitting the allegations of the bill, and decrees pro confesso were entered against all the other defendants. The chancery court appointed a receiver, and, upon the submission of the cause, rendered a decree of sale, and requiring creditors, upon notice to be given by the receiver, to present and prove their claims before him. The decree directs the receiver to sell the "property of the defendant Bluffton Car-Wheel Company at the post office in Bluffton, Ala., at public auction, to the highest bidder, for one-half cash, and the other half on a credit of 12 months, with interest from date, with, at least, two good sureties, after giving notice," etc. The decree also authorizes any party to the cause to bid at the sale. After giving notice to creditors, and notice of the time, terms, and place of sale, in substantial compliance with the decree, the property was sold by the receiver at public outcry, and the bulk of the property was sold together to the Elliott Car Company for $2,250, as the highest and best bidder for that portion of the property; the remainder of the property being various articles of personalty, of but small value, and which was sold to other purchasers. At the time of purchasing the property the agent of the Elliott Car Company, at the request of the receiver, put its bid in the following form, viz.:

For plant, including machinery and equipments of every kind and

character ........................................................ $1,550 00

For foundry building ................................................... 300 00

For three cottages ..................................................... 100 00

For real estate ........................................................ 300 00

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$2,250 00

-And agreeing to take the machinery and equipments at the prices named, leaving the buildings and real estate unsold, or to take the plant with foundry building, or the plant with the foundry building and cottages, at the prices named, leaving only the realty, or to take the entire property it had purchased for the $2,250. The receiver reported the sale to the court, including the bid and offer of the Elliott Car Company in the above-stated form, and that said company had offered to comply with its bid. The report further states that the receiver makes no recommendation as to the confirmation of the sale, but states that the buildings machinery, and equipments cost the defendant company over $15,000, and that the personal property cost much more than the prices bid, but that he had incurred expense in advertising the property for sale, and in endeavoring to procure bidders; that he had no means with which to pay such expenses, unless the sale should be confirmed; and that he was unable to borrow any money, as he had been authorized to do by the decree appointing him. The defendant the Bluffton Car-Wheel Company filed its objections to the confirmation of the sale, on the ground of gross inadequacy in the price, but does not seem to have prosecuted its objections, as they were not included in the submission of the cause on the question of confirmation, nor did it join in the appeal taken to this court.

The complainant in the bill also filed objections to the confirmation of the report of sale, setting up various grounds, viz.: (1) Inadequacy of price; (2) that creditors had no notice of the time of sale; (3) that the real and personal property were sold together, instead of separately (4) that creditors and other defendants had no notice of the motion to confirm the...